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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 0-4748
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Data Dimensions, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 06-0852458
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
Sterling Plaza, 3rd Floor, 3535 Factoria Boulevard SE, Bellevue, WA 98006
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(ADDRESS OF PRINCIPAL EXECUTIVE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (425) 688-1000
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable
date: 13,560,972 shares as of July 31, 2000
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DATA DIMENSIONS, INC.
Index
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I - FINANCIAL INFORMATION.
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at June 30, 2000 (unaudited) and December 31, 1999. 3
Consolidated Statements of Operations for the three and six month
periods ended June 30, 2000 and 1999 (unaudited). 4
Consolidated Statements of Comprehensive Income for the three and six
month periods ended June 30, 2000 and 1999 (unaudited). 4
Consolidated Statements of Cash Flows for the six month period ended
June 30, 2000 and 1999 (unaudited). 5
Notes to Consolidated Financial Statements (unaudited). 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 7
Item 3. Quantitative and Qualitative Disclosure About Market Risk 9
PART II - OTHER INFORMATION.
Item 4. Submission of Matters to a Vote of Security Holders. 9
Item 6. Exhibits and Reports on Form 8-K. 10
SIGNATURES 10
</TABLE>
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PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
DATA DIMENSIONS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---- ----
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,234 $ 10,390
Accounts receivable, net 9,304 16,278
Income tax receivable 3,508 2,551
Prepaid and other current assets 2,476 2,393
Deferred income taxes 555 352
-------- --------
Total current assets 24,077 31,964
Equipment and furniture, net 5,899 7,039
Other assets 848 635
-------- --------
Total assets $ 30,824 $ 39,638
======== ========
Current liabilities:
Accounts payable $ 1,503 $ 1,433
Accrued compensation and commissions 1,700 3,938
Other accrued liabilities 1,143 1,774
Capital lease obligations, current 1,923 1,965
-------- --------
Total current liabilities 6,269 9,110
Capital lease obligations, net of current portion 979 1,941
Other noncurrent obligations 181 181
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Total liabilities 7,429 11,232
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Stockholders' equity:
Common stock, $.001 par value; 20,000 shares
authorized; 13,669 and 13,665 issued 14 14
Additional paid in capital 24,733 24,679
Treasury stock, at cost, 112 shares in 2000 and 1999 (3,034) (3,034)
Cumulative comprehensive loss (253) (200)
Retained earnings 1,935 6,947
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Total stockholders' equity 23,395 28,406
-------- --------
Total liabilities and stockholders' equity $ 30,824 $ 39,638
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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DATA DIMENSIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Month Six Month
Periods Periods
Ended June 30, Ended June 30,
---------------------- ----------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue
Professional services $ 8,249 $ 28,938 $ 15,874 $ 57,211
Managed services 2,170 3,341 4,704 7,286
-------- -------- -------- --------
Total revenue 10,419 32,279 20,578 64,497
Direct costs
Professional services 5,637 15,901 10,935 30,449
Managed services 2,283 2,732 4,873 5,922
-------- -------- -------- --------
Total direct costs 7,920 18,633 15,808 36,371
-------- -------- -------- --------
Gross margin 2,499 13,646 4,770 28,126
General, administrative and selling expenses 7,007 11,207 13,120 23,081
Non-recurring item -- -- (136) --
-------- -------- -------- --------
Income (loss) from operations (4,508) 2,439 (8,214) 5,045
Other income (expense), net 24 (93) (2) (171)
-------- -------- -------- --------
Income (loss) before income tax (4,484) 2,346 (8,216) 4,874
Income tax provision (benefit) (1,749) 915 (3,204) 1,901
-------- -------- -------- --------
Net income (loss) $ (2,735) $ 1,431 $ (5,012) $ 2,973
======== ======== ======== ========
Net income (loss) per share-basic $ (0.20) $ 0.11 $ (0.37) $ 0.22
======== ======== ======== ========
Net income (loss) per share-diluted $ (0.20) $ 0.11 $ (0.37) $ 0.22
======== ======== ======== ========
Weighted average shares outstanding-basic 13,561 13,533 13,558 13,531
======== ======== ======== ========
Weighted average shares outstanding-diluted 13,561 13,553 13,558 13,569
======== ======== ======== ========
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Net Income (loss) $ (2,735) $ 1,431 $ (5,012) $ 2,973
Other comprehensive income (loss) - foreign
currency translation adjustments (28) (36) (53) (81)
-------- -------- -------- --------
Comprehensive income (loss) $ (2,763) $ 1,395 $ (5,065) $ 2,892
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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DATA DIMENSIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Month Periods Ended June 30,
--------------------------------
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,012) $ 2,973
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization 2,764 3,055
Deferred income tax (benefit) (203) (729)
Other non cash items (133) --
Changes in certain operating assets and liabilities
Accounts receivable 6,040 4,754
Income tax receivable (957) --
Prepaid and other assets (146) 75
Accounts payable 70 (177)
Accrued compensation and commissions (2,238) 1,163
Income taxes payable -- (5,770)
Other accrued liabilities (495) (300)
Other (40) (453)
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Net cash provided by (used in) operating activities (350) 4,591
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment and furniture (848) (1,076)
Proceeds from sale of equipment and furniture 36 --
-------- -------
Net cash used in investing activities (812) (1,076)
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CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capital lease obligations (1,004) (614)
Distribution to shareholder -- (229)
Proceeds from issuance of common stock 10 16
-------- -------
Net cash used in financing activities (994) (827)
-------- -------
Net increase (decrease) in cash and cash equivalents (2,156) 2,688
Cash and cash equivalents, beginning of period 10,390 776
-------- -------
Cash and cash equivalents, end of period $ 8,234 $ 3,464
======== =======
Cash paid during the period for:
Interest $ 145 $ 105
Income taxes $ 74 $ 6,114
Non-cash investing and financing activities:
Equipment acquired under capital lease $ -- $ 473
</TABLE>
The accompanying notes are an integral part of these financial statements.
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DATA DIMENSIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: Business and Basis of Presentation
Business
Data Dimensions, Inc. and its subsidiaries ("Data Dimensions" or the "Company")
provide a range of information technology ("IT") services collectively referred
to as Enterprise Integration Solutions ("EIS"). These services include IT
consulting, managed services, and quality assurance and testing. From 1991
through 1999, the Company derived the majority of its revenue by providing
solutions specifically related to the millennium date change ("Y2K").
Basis of Presentation
The consolidated financial statements present the consolidated financial
position and results of operations of the Company in accordance with the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in the financial statements prepared
in accordance with generally accepted accounting principles have been condensed
or omitted in accordance with such rules and regulations.
The financial information included herein for the three and six month periods
ended June 30, 2000 and 1999 is unaudited; however, such information reflects
all adjustments consisting only of normal recurring adjustments which are, in
the opinion of management, necessary for a fair presentation of the consolidated
financial position, results of operations, comprehensive income and cash flows
for the interim periods. The financial information as of December 31, 1999 is
derived from the Company's audited consolidated financial statements. These
interim consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and related notes thereto, which are
included in the Company's 1999 Annual Report on Form 10-K.
The results of operations for the 2000 interim period presented are not
necessarily indicative of the results to be expected for the year ending
December 31, 2000 or any future interim period, and the Company makes no
representation related thereto.
Certain amounts have been reclassified in the prior period financial statements
to conform with the current year presentations.
NOTE 2: Commitments and Contingencies
The Company is from time to time involved in various claims and legal
proceedings of a nature considered by Company management to be routine and
incidental to its business. In the opinion of Company management, after
consultation with outside legal counsel, the ultimate disposition of such
matters is not expected to have a material adverse effect on the Company's
financial position, results of operations or liquidity.
NOTE 3: Reconciliation of Earnings Per Share
Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average number of common shares and dilutive common
equivalent shares outstanding during the period. Dilutive common equivalent
shares consist of common stock issuable upon exercise of stock options using the
treasury stock method.
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NOTE 3: Reconciliation of Earnings Per Share (Continued)
The following provides a reconciliation of the numerators and denominators of
the basic and diluted per share computations (in thousands, except per share
data):
<TABLE>
<CAPTION>
Three Month Periods Six Month Periods
Ended June 30, Ended June 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average shares outstanding 13,561 13,533 13,558 13,531
Dilutive common stock options using the
treasury stock method -- 20 -- 38
-------- ------- -------- -------
Weighted average diluted shares outstanding 13,561 13,553 13,558 13,569
======== ======= ======== =======
Net income (loss) $ (2,735) $ 1,431 $ (5,012) $ 2,973
Earnings (loss) per share - basic $ (0.20) $ 0.11 $ (0.37) $ 0.22
Earnings (loss) per share - diluted $ (0.20) $ 0.11 $ (0.37) $ 0.22
</TABLE>
For the three month periods ended June 30, 2000 and June 30, 1999 respectively,
options to purchase 1,822 and 1,147 common shares at prices of $0.25-$34.125 and
$4.25-$34.75 were excluded from the computation of diluted earnings (loss) per
share because inclusion would have had an anti-dilutive effect. Likewise, for
the six month periods ended June 30, 2000 and June 30, 1999 respectively,
options to purchase 1,877 and 1,075 common shares at prices of $0.25-$34.125 and
$7.74-$34.75 were excluded from the computation of diluted earnings (loss) per
share.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This management's discussion and analysis of financial condition and results of
operations should be read in conjunction with the discussion and analysis
presented in the Company's 1999 Annual Report on Form 10-K.
Results of Operations
Quarter Ended June 30, 2000
The Company has shifted its business from principally providing services related
to Y2K remediation to providing a range of information technology (IT)
professional and managed services. Revenue of $10.4 million in the second
quarter ended June 30, 2000 declined 68 percent from the revenue of $32.3
million in the quarter ended June 30, 1999. The decrease in revenue was
primarily due to revenue from new services not compensating for the decline in
Y2K revenue from the previous year period. Y2K revenue represented approximately
75 percent of the Company's revenue in the second quarter of 1999, and was not
material in the second quarter of 2000. The decline in revenue was most evident
in the Company's professional services business, which decreased 71 percent to
$8.2 million due largely to a decline in field consulting projects, offset to
some extent by an increase in testing and applications outsourcing. Managed
services revenue of $2.2 million decreased 35 percent due to an absence of Y2K
testing contracts. The Company expects Y2K revenue to be immaterial in future
periods and that future revenue growth will come from testing and quality
assurance services, application outsourcing, and consulting services focused on
e-Business services.
Direct costs decreased 57 percent in the quarter ended June 30, 2000 from the
quarter ended June 30, 1999 in response to reduced revenue levels. However, this
decrease did not fully compensate for the reduced revenue as gross margin
declined 82 percent in the quarter ended June 30, 2000 compared to the prior
year period. Gross margin as a percentage of revenue of 24 percent in the
quarter decreased from 42 percent in the comparable prior year period.
Professional services gross margin declined to 32 percent in the period ended
June 30, 2000 from 45 percent in the prior year period. This decline was the
result of
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lower utilization rates for the Company's field consulting workforce, partially
offset by higher utilization rates in the Company's Test Centers division.
Managed services gross margin declined to negative 5 percent from 18 percent in
the prior year. Managed services gross margins are primarily determined by
revenue levels relative to largely fixed costs associated with personnel and
equipment in the Company's data center operations. The reduced revenue levels,
without a corresponding reduction in data center costs, resulted in the negative
gross margin in the period.
Selling, General and Administrative expenses decreased 37 percent in the quarter
ended June 30, 2000 compared to the prior year period. The decrease was
primarily due to reduced employee related costs. As a percent of revenue,
general, administrative and selling costs increased from 35 percent to 67
percent compared to last year.
Other income (expense) recorded in 2000 and 1999 consists primarily of the
interest component of capital leases, offset by interest income and other
non-operating items.
The Company's annual effective tax rate was 39 percent in both the quarter ended
June 30, 2000 and in the quarter ended June 30, 1999.
Six Months Ended June 30, 2000
Revenue of $20.6 million in the six months ended June 30, 2000 declined 68
percent from the revenue of $64.5 million in the six months ended June 30, 1999.
As mentioned above, the decrease in revenue resulted primarily from the shift in
the Company's business from Y2K remediation services to providing a range of IT
professional and managed services. Approximately 5 percent of total revenue in
the six months ended June 30, 2000 was related to Year 2000 remediation compared
to approximately 77 percent in the comparable prior year period. The Company's
professional services business decreased 72 percent to $15.9 million, due
largely to a decline in field consulting projects, offset to some extent by an
increase in testing and applications outsourcing. Managed services revenue of
$4.7 million decreased 35 percent due to an absence of Y2K testing contracts.
Direct costs decreased 57 percent in the six months ended June 30, 2000 from the
six months ended June 30, 1999 in response to reduced revenue levels. This
decrease did not fully compensate for the reduced revenue as gross margin
declined 83 percent in the six months ended June 30, 2000 compared to the prior
year period. Gross margin as a percentage of revenue decreased from 44 percent
in the comparable prior year period, to 23 percent. Professional services gross
margin declined to 31 percent in the six months ended June 30, 2000 from 47
percent in the prior year period. This decline was the result of lower
utilization rates for the Company's field consulting workforce, partially offset
by higher utilization rates in the Company's Test Centers division. Managed
services gross margin declined to negative 4 percent from 19 percent in the
prior year.
Selling, General and Administrative expenses decreased 43 percent in the six
months ended June 30, 2000 compared to the prior year period. The decrease was
primarily due to reduced employee related costs. As a percent of revenue,
general, administrative and selling costs increased from 36 percent to 64
percent compared to last year.
The non-recurring item of $136,000 represents a reversal of the unused portion
of the restructuring charge incurred in the third quarter of 1999. The number of
people receiving severance was less than originally expected primarily due to
the number of voluntary terminations.
Other income (expense) recorded in 2000 and 1999 consists primarily of the
interest component of capital leases, offset by interest income and other
non-operating items.
The Company's annual effective tax rate was 39 percent in both the six month
periods ended June 30, 2000 and June 30, 1999.
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Liquidity and Capital Resources
At June 30, 2000, the Company had $17.8 million of working capital, of which
$8.2 million was cash and cash equivalents. Cash flow from operations was
positively impacted by a reduction in accounts receivable of $6.0 million from
December 31, 1999, offset in part by the Company's operating losses. In
addition, approximately $900,000 of accounts receivable were reclassified to an
interest bearing note for one client. Cash and cash equivalents is expected to
decline during the year to fund operating losses and working capital
requirements. The Company is working to improve cash flows from operating
activities by improving profitability and improving days sales outstanding.
The Company is currently negotiating a working capital line of credit with a
financial institution. Should the Company fail to successfully negotiate this
line of credit, other sources of liquidity, including debt and equity
financing, would be sought. The absence of a line of credit or alternative debt
or equity financing in conjunction with continued operating losses could have a
material impact on the Company's ability to fund operations.
Forward-Looking Statements and Associated Risks
The foregoing and the discussion and analysis presented in the Company's 1999
Annual Report on Form 10K contains certain forward-looking statements,
including, among others, (i) anticipated trends in the Company's financial
condition and results of operations (including expected changes in the Company's
gross margin and general, administrative and selling expenses); (ii) the
Company's business strategies for expanding its presence in the computer
services industry (including expanding its testing and e-Business offerings, the
ability to secure technology partnerships and capturing additional outsourcing
clients); and (iii) the Company's ability to distinguish itself from its current
and future competitors.
These forward-looking statements are based largely on the Company's current
expectations and are subject to a number of risks and uncertainties. Actual
results could differ materially from these forward-looking statements. Important
factors to consider in evaluating such forward-looking statements include (i)
changes in external competitive market conditions that might impact trends in
the Company's results of operations; (ii) the absence of long-term contracts;
(iii) the Company's ability to fund continued operating losses and unanticipated
working capital or other cash requirements; (iv) the Company's ability to
attract and retain qualified technical personnel; (v) changes in the Company's
business strategies or an inability to execute its strategies to transition from
consulting on the Year 2000 problem to supplying Enterprise Integration
Solutions (EIS); and (vi) various competitive factors that may prevent the
Company from competing successfully in the marketplace. In view of these risks
and uncertainties, there can be no assurance that the forward-looking statements
contained in this Quarterly Report on Form 10-Q and the Company's Annual Report
on Form 10-K will, in fact, transpire.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Not Applicable.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the May 16, 2000 Annual Meeting of Stockholders, the following proposal was
voted on by stockholders:
1. Election of Directors
Peter A. Allen and Lucie J. Fjeldstad were elected directors of the
Company to a three-year term, which expires in the year 2003. Thomas W.
Fife, Robert T. Knight and Dennis W. Walsh continue as directors of the
Company.
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Votes for election of Peter A. Allen as director:
For: 11,928,437
Withheld: 88,011
Votes for election of Lucie J. Fjeldstad as director:
For: 11,926,067
Withheld: 90,381
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as a part of this report, and this
list is intended to constitute the exhibit index:
<TABLE>
<CAPTION>
Exhibit No.
-----------
<S> <C>
27. Financial Data Schedule
</TABLE>
(b) There were no reports on Form 8-K filed during the quarter ended
June 30, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Data Dimensions, Inc.
(Registrant)
August 11, 2000 /s/ Laurence C. Leslie
--------------- ---------------------------------------
Date Laurence C. Leslie, Executive
Vice President, Chief Financial
Officer and Secretary (Principal
Financial and Accounting Officer.)
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